Code No. 1662
June 4, 2012
Osamu Watanabe, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 42nd Ordinary General Meeting of the Shareholders
The 42nd Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafterreferred to as the “JAPEX”) will be held according to the details below, and we kindly ask for your attendance.
If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting
Rights Exercise Form) or by electronic means (via the Internet). Please read the attached “Reference Documents
for Shareholders Meeting,” and exercise your voting rights after referring to “4.Guidance on the Exercise of Voting
Rights” on the following page, prior to 5:35 p.m., Monday, June 25, 2012.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 26, 2012 (Tuesday)
Tokyo Station Conference “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 42nd Term (from April 1,
2011 to March 31, 2012), and audit reports from the accounting auditor and Boardof Corporate Auditors on the consolidated financial report2) Financial report of the 42nd Term (from April 1, 2011 to March 31, 2012)

Resolution items:
Item 1: Appropriation of Surplus
Item 2: Election of One (1) Director
Item 3: Awarding Retirement Benefits to Retiring Director
Item 4: Payment of Bonuses to Directors and Corporate Auditors

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 42nd
Ordinary General Meeting of the Shareholders” “Reference Documents for Shareholders Meeting” and“Financial Report” of JAPEX. This translation is intended for reference and convenience purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX
does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any
errors or omissions therein.

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4. Guidance on the Exercise of Voting Rights[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise
Form and then send it back so that it reaches us no later than 5:35 p.m., Monday, June 25, 2012.
[Exercise of Voting Rights by Electronic Means (via the Internet)](1) To exercise your voting rights via the Internet, you must use the following voting service website(http://www.it-soukai.com/ or https://daiko.mizuho-tb.co.jp/) designated by the Company. You arecordially requested to exercise your voting rights via the Internet prior to 5:35 p.m., Monday, June 25, 2012.
(2) Please register your approval or disapproval of each proposition, by using the code and password provided
at the bottom right side of your Voting Rights Exercise Form enclosed herewith and following thedirections on the screen. Please check the “Guidance on the Exercise of Voting Rights via the Internet”
shown on page 11 and 12 of this notice for the details.
[Treatment of Voting Rights Exercised Repeatedly](1) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(2) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.

*Upon on your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise
Form to the venue reception. Thank you.
*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial
report is modified, such modification shall be posted on the JAPEX website. (http://www.japex.co.jp/)2

Consolidated Balance Sheets(As of March 31, 2012)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Short-term investment securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets
Short-term loans receivable
Other
Allowance for doubtful accounts
Noncurrent assets
Property, plant and equipment
Buildings and structures
Wells
Machinery, equipment and vehicles
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Other
Allowance for doubtful accounts
Allowance for overseas investment loss
AssetsAmountAccounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Provision for directors’ bonuses
Provision for loss on disaster
Other

165,054
29,80527,392
51,870
4,407
99
4,952
1,722
39,295
5,509(1)

Noncurrent liabilities
Long-term loans payable
Deferred tax liabilities
Provision for retirement benefits
Provision for directors' retirement
benefits
Asset retirement obligations
Other
Liabilities(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Minority interests
Net assets
Liabilities and net assets

367,836
132,859
42,932
9,566
56,332
15,097
708
8,221
7,156
7,156
227,820
192,726
23,407878
15,439(38)(4,593)532,890(Amounts truncated to millions of yen)

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Amount32,977
7,251
94
115
25,516
93,14026,19842,601
7,129
745
9,670
6,795
126,117308,601
14,288294,323(10)
83,99589,36620(5,391)
14,176
406,773
532,890

Consolidated Statements of Income
From April 1, 2011
To March 31, 2012
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividends income
Gain on sales of securities
Other
Non-operating expenses
Interest expenses
Loss on sales of securities
Loss on valuation of securities
Equity in losses of affiliates
Foreign exchange losses
Other
Ordinary income
Extraordinary income
Gain on sales of noncurrent assets
Insurance income
Other
Extraordinary loss
Loss on retirement of noncurrent assets
Loss on disaster
Other
Income before income taxes and minority interests
Income taxes-current
Income taxes-deferred
Income before minority interests
Minority interests in income
Net income(Amount truncated to millions of yen)

4

Amount230,638
174,359
56,278
7,805
33,426
15,045
1,368
5,507
881
1,199
219
407
360
408
193
254

140
620
17
460
7
0
3,709
1,037

8,957

1,843
22,159779

468
22,471
4,746
17,724696
17,027

Consolidated Statements of Changes in Net Assets
From April 1, 2011
To March 31, 2012
(Unit: millions of yen)
Shareholders’ equity

Balance at the beginningof current period
Changes of items during
the period
Dividends fromsurplus
Net income
Purchase of treasurystock
Net changes of items
other thanshareholders' equity
Total changes of items
during the period
Balance at the end ofcurrent period

Capitalstock

Retainedearnings

Treasurystock

14,288279,582(10)(2,286)
17,027(0)

Accumulated other comprehensive income

Valuationdifference
Totalonshareholders’availableequity
for-salesecurities
293,861
95,518Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

Total
accumulated
othercomprehensive income

17(3,968)91,566

Minority
interests

Total
net assets

8,261

393,689(2,286)(2,286)

17,027(0)

17,027(0)(6,152)

3(1,422)(7,571)

5,914(1,656)－

14,740(0)14,740(6,152)

3(1,422)(7,571)

5,914

13,083

14,288294,323(10)

308,601

89,36620(5,391)

83,995

14,176

406,773(Amount truncated to millions of yen)5Balance Sheets(As of March 31, 2012)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade
Short-term investment securities
Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Deferred tax assets
Accrued income
Short-term loans receivable
Short-term loans receivable fromsubsidiaries and affiliates
Accounts receivable-other
Advances paid
Other
Noncurrent assets

AmountProperty, plant and equipment

109,597

Buildings

10,925Structures
Wells
Machinery and equipment
Vessels

25,894
7,394
45,1610

VehiclesTools, furniture and fixtures
Land
Lease assets
Construction in progress
Intangible assets
Leasehold right

111,641
2,955
18,03035,633
4,267
4,035
8
422
1,522
128
34,993
6,205
1,486
848
1,101
370,532

2,540
12,560
4,574
533
1,126
154
949

Other

22

Investment and other assets

259,808

Investment securities
Stocks of subsidiaries and affiliates

161,436
73,761
921

Long-term loans receivable fromsubsidiaries and affiliates

29,001Long-term prepaid expenses

1,202

Other

3,387

Allowance for doubtful accounts(22)

Allowance for overseas investment loss
AssetsNoncurrent liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Provision for directors' retirement
benefits
Provision for loss on business of
subsidiaries and affiliates
Asset retirement obligations
Other
Liabilities

Amount25,098
3,229
8,636
476
2,711
8,261
1,285
149
75
109
162
88,262
26,1984,351
42,539
6,242
650
195
6,586
1,497
113,360

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Long-term loans receivable

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Current portion of long-term loans payable
Lease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Deposits received
Provision for directors’ bonuses
Provision for loss on disaster
Asset retirement obligations(9,880)482,174(Amount truncated to millions of yen)

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(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for advanced
depreciation of noncurrent assets
Reserve for exploration
General reserve
Retained earnings brought
forwardTreasury stock
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities
Deferred gains or losses onhedgesNet assets
Liabilities and net assets

279,410
14,288265,133
3,572
261,560
2,372
21,643258
47,246
171,600
18,440(10)
89,40389,396
6368,813482,174

Statements of Income
From April 1, 2011
To March 31, 2012
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Interest on securities
Dividends income
Other
Non-operating expenses
Interest expenses
Loss on sales of securities
Loss on valuation of securities
Provision for overseas investment loss
Foreign exchange losses
Other
Ordinary income
Extraordinary income
Gain on dividends of residual property
Gain on sales of noncurrent assets
Insurance income
Extraordinary loss
Loss on retirement of noncurrent assets
Loss on sales of noncurrent assets
Loss on disaster
Income before income taxes
Income taxes-current
Income taxes for prior periods
Income taxes-deferred
Net income

Amount173,832
130,549
43,283
5,711
27,22010,351
1,188
76
7,400
1,261
216
307
346
365
166
248

543
140
620
403
0
7
2,318
31
747

(Amount truncated to millions of yen)

7

9,926

1,650
18,6271,304

410
19,5203,097
16,423

Statements of Changes in Net Assets
From April 1, 2011
To March 31, 2012

Balance at the beginning of current 14,288
periodChanges of items during
the period
Provision of reserve foroverseas investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for
special depreciation
Provision of reserve foradvanced depreciation of
noncurrent asset
Reversal of reserve foradvanced depreciation of
noncurrent assets
Dividends from surplus
Net income
Purchase of treasury stock
Net changes of items other thanshareholders' equity
Total changes of items－
during the period
Balance at the end of current period 14,288

3,572

1,946

18,36724

259

47,246 171,600(10) 265,273

(426)

－

－

7,136

(7,136)－－(3,860)

3,860

－

－

24

－

－

15

(15)

－

－

(16)

16

－

－

(2,286)
16,423(2,286)
16,423(0)(2,286)
16,423(0)(0)

14,137

426

(24)

－

426

3,275

(24)

(0)

3,572

2,372

21,643

－

258

－

－

47,246 171,600

10,460

Deferred gains orlosses on hedges

Total valuation andtranslation
adjustments

95,461

17

95,478

Total net assets

360,752

－
－
－
－
－
－

(6,065)(10)(6,075)(2,286)
16,423(0)(6,075)(6,065)(10)(6,075)

8,061

89,396

6

89,403368,8138

14,13718,440 265,133

Valuation and translation adjustments(Amounts truncated to millions of yen)

Total shareholders’ equity

7,980 250,995

Valuation difference on
available-for-salesecurities
Balance at the beginning of current
periodChanges of items during
the period
Provision of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for
special depreciation
Provision of reserve foradvanced depreciation of
noncurrent asset
Reversal of reserve foradvanced depreciation of
noncurrent assets
Dividends from surplus
Net income
Purchase of treasury stock
Net changes of items other thanshareholders' equity
Total changes of items during theperiodBalance at the end of current period

Treasury stock

Total retained earnings

Retained earnings
brought forward

General reserve

Reserve for
exploration

Reserve for advanced
depreciation of
noncurrent assets

Reserve for special
depreciation

Reserve for mineprospecting

Reserve for overseas
investment loss

Legal retained earnings

Capital Stock(Unit: millions of yen)
Shareholders’ equity
Retained earnings
Other retained earnings(10) 279,410

Reference Documents for Shareholders Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends in considering the retained
earnings for investment in new oil and gas reserves and the development of transportation systems, including
pipelines, as well as respecting the return of profits to our shareholders.
The 42nd term year-end dividends and other appropriations of surplus will be as follows:
1. Details Concerning the Year-End Dividends(1) Type of dividend property: Money(2) Distribution and total amount of dividend property:
20 yen per share of common stock
Total amount of dividends: 1,143,052,740yen(3) Effective date of distribution of surplus: June 27, 2012
2. Details Concerning Other Appropriations of Surplus(1) Item and amount of reduced surplus
Retained earnings brought forward: 10,000,000,000 yen(2) Item and amount of increased surplus
General reserve: 10,000,000,000 yen
Item 2: Election of One (1) Director
Upon closing of this general meeting of shareholders, Director Katsuo Suzuki will be resigning from his
post. We kindly ask our shareholders to elect one (1) Director to fill the post.
The candidate for the Director is as listed below:
Name(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1979
Sep. 2004
June 2009
March 2010

Hikaru Fukasawa(Date of birth:
June 2011
December 21,
1954)

Joined JAPEX
General Manager of Domestic Exploration
Dept., Exploration Division
Executive Officer, Assistant President of
Exploration Division
Executive Officer, General Manager ofNagaoka District Office
Executive Officer, General Manager ofNagaoka District Office, Domestic Project
Division (up to the present date)<Significant positions concurrently held>
President at JAPEX Pipeline Ltd.
President at North Japan Security Service
Co., Ltd.
Director at JAPEX Offshore, Ltd.

JAPEX shares
owned

1,200 shares(Note) No significant interest-based relationship exists between the candidate Hikaru Fukasawa and JAPEX.

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Item 3: Awarding Retirement Benefits to Retiring Director
Upon closing of this general meeting of shareholders, Director Katsuo Suzuki will be retiring from his
post.
Therefore, retirement benefits shall be awarded according to the standards specified by JAPEX inrecognition of services during his tenure. We kindly ask our shareholders to allow deliberation by the Board of
Directors with regard to the specific amount, period and method of payment, etc.
His brief histories are as follows:
Name

Brief history
June 2002

Feb. 2005
June 2005
June 2006
Oct. 2006
Katsuo Suzuki
June 2007
Feb. 2010

June 2010
June 2011

Director, General Manager of International
Oil & Gas Division and General Manager ofMiddle East Project Dept.
Director, Advisor to President ofInternational Oil & Gas Division
Managing Director, Advisor to President ofInternational Oil & Gas Division
Managing Director, President ofInternational Oil & Gas Division
Senior Managing Director, President ofInternational Oil & Gas Division
Executive Vice President, President ofInternational Oil & Gas Division
Executive Vice President, President ofInternational Oil & Gas Division
and President of Iraq Project Division
Executive Vice President , President of Iraq Project
Division
Executive Vice President, President of Middle East,
Africa & Europe Project Division(up to the present date)

Item 4: Payment of Bonuses to Directors and Corporate Auditors
A total bonus amount of 75,080,000 yen (70,280,000 yen to Directors, 4,800,000 yen to Corporate
Auditors) will be paid to fourteen (14) Directors (excluding one (1) Outside Director) and four (4) Corporate
Auditors tenured during the fiscal year ended March 31, 2012, in view of the traditionally paid bonus amounts
and the performance of the fiscal year ended March 31, 2012.

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Guidance on the Exercise of Voting Rights via the Internet
1. Matters to be acknowledged when exercising voting rights via the Internet
When exercising voting rights via the Internet, please acknowledge the following matters before exercising
the rights.
(1) Exercise of voting rights via the Internet is only possible by accessing the website (see URL shown below)
designated by the Company for the purpose of exercising voting rights. Please note that a code for the
exercise of voting rights and a password provided at the bottom right side of your Voting Rights Exercise
Form enclosed with the convocation notice are necessary for exercising voting rights via the Internet.
(2) The code for the exercise of voting rights and password provided this time are effective only for this General
Meeting of Shareholders. For the next General Meeting, a new code and a password will be issued.
(3) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(4) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
(5) Any access charge to be paid to a service provider, communication charge to telecommunications carriers, orother costs relating to the Internet shall be borne by shareholders.
2. Instructions for exercising voting rights via the Internet(1) Access http://www.it-soukai.com/ or https://daiko.mizuho-tb.co.jp/.
The above URLs are unavailable for access between 3:00 a.m. to 5:00 a.m. during the exercise period.
(2) Enter your code for the exercise of voting rights and password, and click the “Login” button.
The code for the exercise of voting rights and password are provided at the bottom right side of your Voting
Rights Exercise Form enclosed with the convocation notice.
(3) Exercise your voting rights by following the guidance on the screen and registering your approval ordisapproval of each proposition prior to 5:35 p.m., Monday, June 25, 2012.
3. System requirements
To exercise your voting rights via the Internet, you will need to have the following systems:◎ Personal computer
Windows® computer
Please note, for some mobile phone units such as smartphones, there is no guarantee of proper operation,and service may not be available.
◎ Browser
Microsoft® Internet Explorer 5.5 or higher
There is no guarantee of proper operation for Microsoft® Internet Explorer 8 or more recent versions, andservice may not be available.
◎ Internet environment
An environment in which access to the Internet is available is necessary. (for example, through a contract
with an Internet service provider)◎ Monitor resolution
1024 x 768 or higher is recommended.
(Note) Microsoft and Windows are registered trademarks or trademarks of Microsoft Corporation in the U.S.
and other countries.
4. Security
You may exercise your voting rights safely due to the encryption technology (SSL 128 bit) used to protect
your voting information from being tampered with or stolen.
The code for the exercise of voting rights and password provided on your Voting Rights Exercise Form areimportant to verify that the person voting is a genuine shareholder. Please maintain them as strictly confidential.
In no event will the Company ask you your password.

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5. Inquiries(1) For exclusive inquiries about how to exercise your voting rights via the Internet, etc.
Internet Help Dial, Stock Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays(2) For inquiries other than those above (1).
Transfer Agent Department, Mizuho Trust & Banking Co., Ltd.
Phone: 0120-288-324 (toll free)
Hours: 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays and national holidays[To Institutional Investors]
Institutional investors may use the electronic platform for the exercise of voting rights operated by ICJ Inc. if you
apply in advance.
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